QUICK LINKS

(Edgar Glimpses Via Acquire Media NewsEdge)
The following discussion should be read in conjunction with Tumi Holdings,
Inc.'s (together with its subsidiaries, "Tumi", the "Company", "we", "us", and
"our") condensed consolidated financial statements and notes thereto included
elsewhere in this report. In addition to historical information, this discussion
contains forward-looking statements that involve risks, uncertainties and
assumptions that could cause actual results to differ materially from
management's expectations. See "Cautionary Note Regarding Forward-Looking
Statements" for further information regarding forward-looking statements. We
generally identify forward-looking statements by words such as"anticipate,"
"estimate," "expect," "intend," "project," "plan," "predict," "believe," "seek,"
"continue," "outlook," "may," "might," "will," "should," "can have," "likely" or
the negative version of these words or comparable words. Factors that can cause
actual results to differ materially from those reflected in the forward-looking
statements include, among others, those discussed in Part I, Item 1A, "Risk
Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013,
filed with the SEC on February 28, 2014 and elsewhere in this report. We urge
you not to place undue reliance on these forward looking statements, which
reflect management's analysis, judgment, belief or expectation only as of the
date hereof. We expressly disclaim any obligation to update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise, except as required by applicable securities laws and regulations.

Historical results are not necessarily indicative of the results expected for
any future period.

The reporting periods for our unaudited quarterly financial information are
based on the first month of each fiscal quarter including five Sundays and the
second and third months of each fiscal quarter including four Sundays, with the
fourth fiscal quarter always ending on December 31. Accordingly, the three-month
reporting periods for the unaudited interim condensed consolidated financial
statements included herein commenced on March 31, 2014 and April 1, 2013 and
ended on June 29, 2014 and June 30, 2013, respectively. The six-month reporting
periods for the unaudited interim condensed consolidated financial statements
included herein commenced on January 1, 2014 and 2013 and ended on June 29, 2014
and June 30, 2013, respectively.

Executive Overview
We are a leading, growing, global, premium lifestyle brand whose products offer
superior quality, durability and innovative design. We offer a comprehensive
line of travel and business products and accessories in multiple categories. We
design our products for, and market our products to, sophisticated
professionals, frequent travelers and brand-conscious individuals who enjoy the
premium status of Tumi products. We sell our products through a network of
company-owned full-price stores and outlet stores, partner stores, concessions,
shop-in-shops, specialty luggage shops, high-end department stores and
e-commerce distribution channels. We have approximately 1,900 points of
distribution in over 75 countries, and our global distribution network is
enhanced by the use of our three logistics facilities located in the United
States, Europe and Asia. We design our products in our U.S. design studios and
selectively collaborate with well-known, international industrial and fashion
designers for limited edition product lines. Production is sourced globally
through a network of suppliers based in Asia, many of which are longtime
suppliers, and the Caribbean.

We have expanded our global presence by successfully implementing our growth
strategies, which have included opening additional company-owned stores and
increasing wholesale points of distribution. Our net sales have grown from
$108.2 million and $211.1 million in the three and six months ended June 30,
2013, respectively, to $124.6 million and $233.2 million in the three and six
months ended June 29, 2014, respectively. This increase in net sales resulted
primarily from an increase in the number of company-owned stores, positive
overall comparable store sales from existing stores and continuous growth in
both Direct-to-Consumer and Indirect-to-Consumer e-commerce. Our ability to
expand our points of distribution and to grow our net sales in existing stores
has been driven by increasing demand for our products, as well as growing
recognition of the Tumi brand. We have also increased our focus on our women's
line and on our online presence.

In recent years, the travel products industry has seen a trend in consumer
preferences towards lighter weight luggage and travel accessories, as well as
merchandise that makes mobile computing and communication more convenient. In
light of these trends, we have developed products that fulfill those identified
needs, such as our Vapor and Tegra-Lite lines, as well as a variety of mobile
electronic accessories designed for frequent travelers. We have seen an increase
in the relative percentage of our net sales derived from our accessories line
and our premium product line and a decrease in the relative percentage of our
new sales derived from our core product line in recent years.

We believe there is a significant opportunity to continue to expand our store
base globally, and we plan to add new company-owned and partner stores in
upscale malls and prestigious street venues. We had 5 and 6 new company-owned
store openings, offset by 1 and 2 store closings, in the three and six months
ended June 29, 2014, respectively. We expect to open 20
19--------------------------------------------------------------------------------
Table of Contents
to 25 company-owned stores in North America and Western Europe in 2014, with the
majority being full-price stores, while also expanding our online presence.

We believe we have the capacity to increase our Indirect-to-Consumer net sales,
both in North America and internationally. In particular, we plan to continue to
grow in key Asian markets, particularly China. We also plan to increase the
number of wholesale doors in key European markets, including Germany, France and
the United Kingdom, and to expand wholesale distribution in Central and South
America, while also expanding our product portfolio offered in existing
wholesale doors. We believe there is also significant opportunity to open
additional points of distribution in airport locations in many of these regions.

In North America, we expect to grow net sales by increasing our wholesale door
presence, expanding our accessories business in department stores, increasing
the variety of products available to third party e-commerce providers, and
increasing penetration of the Canadian market through department stores,
specialty stores, e-commerce sales and new distribution partners.

We generally expect the return of our initial investment in a new company-owned
store to occur in less than two and a half years. We also believe we can
increase our average net sales per square foot by continuing to improve store
efficiency and increase our overall net sales by capitalizing on our flexible
distribution model. For example, in 2010, we converted certain company-owned
stores in the Asia-Pacific region into wholesale distribution points in order to
improve our operational effectiveness and profitability in that market. In
particular, this enabled us to incentivize our local distributors to accelerate
store development in a manner that would optimize net sales. We will continue to
look for ways to improve our capital efficiency in both current and new markets
in the future.

Growth Strategy
The key elements of our growth strategy are:
• Expand our store base. We believe there continues to be significant
opportunity for us to expand our company-owned retail store network in North
America and internationally. We plan to add new stores in upscale mall market
locations and prestigious street venues where we are currently
underrepresented as well as open our own travel retail stores. In addition,
we selectively target the affluent and business markets in small and
mid-sized cities where there is demonstrated foot traffic and an established
Tumi consumer base that is not being sufficiently served by multi-brand
travel goods and accessories retailers. We also believe there is further
opportunity to develop company-owned outlet stores in premium outlet malls
where we currently do not have a presence. Our store-opening strategy focuses
on opening profitable company-owned retail locations. We have opened 64
company-owned stores since January 1, 2009 (3 stores in 2009, 8 stores in
2010, 11 stores in 2011, 19 stores in 2012, 17 stores in 2013 and 6 stores in
the six months ended June 29, 2014), bringing our total to 134 company-owned
stores as of June 29, 2014. We currently expect to open 20 to 25
company-owned stores in 2014, and expect that the majority will be located in
North America and that several will be located in Western Europe. While we
may be unable to successfully open new company-owned stores according to
plan, we have identified approximately 200 potential sites for new company-owned stores and believe we have a market opportunity to more than
triple our current number of company-owned retail and outlet stores over the
long term.

• Expand wholesale distribution globally. We currently sell products in
approximately 1,700 wholesale doors in over 75 countries. We plan to continue
expanding wholesale distribution globally, with a focus on key markets in
Asia (including mainland China, India, Japan and Korea), Eastern Europe and
Central and South America. As part of this strategy, we will continue to
develop relationships with wholesale distributors in these attractive
geographies (in both new and existing markets), increase wholesale and
distribution opportunities as well as expand into additional airport
locations worldwide. We expect this distribution expansion will take several
forms as appropriate for the specific market opportunity, including Tumi
shop-in-shops, Tumi-defined corners within existing wholesale accounts or
concession and consignment arrangements.

• Continue to increase our brand awareness. We seek to increase our brand
awareness among our targeted consumer base through retail and wholesale
distribution expansion, select marketing initiatives, new product lines and
brand extensions. In the wholesale distribution channel, we target
distribution expansion by increasing the number of our partner stores where
we can control the consumer experience. We will continue to focus on in-store
marketing, and we plan to effectively utilize our website, social networking
sites and other online forms of communication to build consumer knowledge of
the Tumi brand. We believe increasing brand awareness will lead to greater
foot traffic in our current locations, enable us to continue expanding our
loyal consumer base and ultimately contribute to enhanced growth and
profitability.

• Broaden the appeal of our products through new product introductions. We seek
to design products that are innovative, functional and stylish. We anticipate
introducing new products in lighter weight and durable materials, colors
which appeal to women and men, premium products with a classic or
contemporary design, as well as stylish and durable
20--------------------------------------------------------------------------------
Table of Contents
products at more accessible price points for our younger consumer. We also plan
to continue to introduce new products to our successful brand extension lines,
including eyewear, belts, outerwear and other accessories.

• Improve our store operations. We continue to focus on improving store
efficiency, primarily through our retail performance maximization program
(the "RPM program") which was implemented in 2009. The RPM program emphasizes
training and staff development programs and the effective use of visual
merchandising and fixtures. Our goal is to continue to increase net sales per
store by increasing conversion rates and units and dollars per transaction,
while enhancing the consumer experience.

• Expand our e-business. Our e-commerce business consists of our websites and
our wholesale sales to third-party e-commerce websites. This online presence
is an extension of our brand and points of distribution, serving both as an
informational resource and a complementary sales channel for our consumers.

We expect net sales from this channel to continue to grow as consumers become
more aware of our e-commerce capabilities and we continue to expand our
online transactional presence into new markets. In addition, we believe that
our previously announced migration to a more insourced model will improve our
websites' functionality and efficiency in the future.

Key Performance Indicators
Key performance indicators that we use to manage our business and evaluate our
financial results and operating performance include adjusted EBITDA and average
net sales per square foot. Adjusted EBITDA provides us with a measure of our
financial performance that we use to evaluate profitability. In addition, we
have historically used adjusted EBITDA in determining our incentive
compensation. Average net sales per square foot, which relates to company-owned
stores only, provides us with a measure to evaluate our store sales trends and
to assess the operational performance of our stores. These measures are
supplemented by a number of non-financial operating metrics related to store
performance, which provide benchmarks against which to evaluate store
efficiencies but are not considered by management to be reliable financial
metrics.

Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is defined as
net income plus interest expense, provision for income taxes, depreciation and
amortization, loss on disposal of fixed assets and other specified non-cash
charges. Adjusted EBITDA is not a measure of operating income or operating
performance presented in accordance with US GAAP.

Adjusted EBITDA is an important supplemental measure of our internal reporting,
including for our Board of Directors and management, and is a key measure we use
to evaluate profitability and operating performance. Historically, our incentive
compensation plan has been based on the attainment of certain adjusted EBITDA
objectives. Additionally, adjusted EBITDA, when viewed in conjunction with our
condensed consolidated financial statements, provides investors and other users
of our financial information consistency and comparability with our past
financial performance, facilitates period-to-period comparisons of operating
performance and facilitates comparisons with other companies. We use this metric
in conjunction with US GAAP operating performance measures as part of our
overall assessment of our performance. US GAAP measures of performance remain
our primary means of assessing our overall financial results.

Undue reliance should not be placed on this measure as our only measure of
operating performance. Adjusted EBITDA has limitations as an analytical tool.

When assessing our operating performance, investors should not consider adjusted
EBITDA in isolation or as a substitute for net income.

Adjusted EBITDA remained consistent at $42.5 million for the six months ended
June 29, 2014 and June 30, 2013, respectively.

21--------------------------------------------------------------------------------
Table of Contents
A reconciliation of net income to adjusted EBITDA is presented below:
Six Months Ended
June 29, 2014 June 30, 2013
(In thousands)
Net income $ 20,372 $ 21,729
Interest expense 242 408
Provision for income taxes 12,354 12,982
Depreciation and amortization 8,157 6,864
Loss on disposal of fixed assets 566 141
Other 835 404
Adjusted EBITDA $ 42,526 $ 42,528
Average net sales per square foot is calculated using net sales for the last
twelve months for all stores open for the full twelve months. Average net sales
per square foot decreased by approximately $14, or 1%, to $1,074 as of June 29,
2014 from $1,088 as of December 31, 2013. This decrease was primarily due to the
effect of the relocation of certain highly productive stores and their related
exclusion from the square footage base, as well as the addition of several large
but less mature stores to the square footage base during the first half of 2014.

The following table summarizes the number of company-owned stores open at the
beginning and end of the six months ended June 29, 2014:
Six Months Ended
June 29, 2014
Number of stores open at beginning of period 130
Stores opened
6
Stores closed (2 )
Number of stores open at end of period 134
24--------------------------------------------------------------------------------
Table of Contents
Three months ended June 29, 2014 compared with the three months ended June 30,
2013
Net Sales
The following table presents net sales by operating segment for the three months
ended June 29, 2014 compared with the three months ended June 30, 2013:
Three Months Three Months
Ended June 29, Ended June 30, %
2014 2013 Change
(In thousands)
Direct-to-Consumer North America $ 57,354 $ 48,186 19 %
Direct-to-Consumer International 6,350 5,067 25 %
Indirect-to-Consumer North America 26,710 24,171 11 %
Indirect-to-Consumer International 34,168 30,765 11 %
Total $ 124,582 $ 108,189 15 %
Net sales increased $16.4 million, or 15%, to $124.6 million for the three
months ended June 29, 2014 from $108.2 million for the three months ended
June 30, 2013. Net sales increased across all of our operating segments for the
three months ended June 29, 2014 as compared with the three months ended
June 30, 2013. The increase in net sales was due principally to an increase in
volume resulting from new store openings, positive overall comparable store
sales from existing stores, and continued growth in both Direct-to-Consumer and
Indirect-to-Consumer e-commerce. There were no significant new product
collections launched in the second quarter of 2014, although there remains
consumer enthusiasm surrounding our lightweight travel product category, as well
as our re-launched Alpha Travel Collection (Alpha 2). Overall, store traffic
patterns improved during the quarter, most noticeably in our outlet stores.

There were no significant price increases during the quarter. Additionally,
there were 5 new company-owned store openings, 3 store renovations and 1 store
closure during the three months ended June 29, 2014. New stores opened since the
first half of 2013 contributed to approximately 29% of the overall sales growth
from the three months ended June 30, 2013 to the three months ended June 29,
2014.

Net sales attributable to the Direct-to-Consumer North America segment
experienced a 19% increase for the three months ended June 29, 2014 as compared
with the three months ended June 30, 2013. Comparable store sales are calculated
based on our company-owned stores that have been open for at least a full
calendar year as of the end of our annual reporting period. For example, a store
opened in October 2012 will not impact the comparable store comparison until
January 1, 2014. Additionally, temporary store closings, store expansions and
store relocations are excluded from the comparable store base, under most
circumstances. North America full-price comparable store sales increased 3%,
North America outlet comparable store sales increased 19% and our North America
e-commerce sales increased 39%. Overall, including our e-commerce website, North
America comparable store sales increased 12% for the period. Of the new stores
opened since the second quarter of 2013, 15 were in the North America segment
and contributed to approximately 46% of the net sales growth in the
Direct-to-Consumer North America segment from the three months ended June 30,
2013 to the three months ended June 29, 2014.

Net sales attributable to the Direct-to-Consumer International segment
experienced a 25% increase for the three months ended June 29, 2014 as compared
with the three months ended June 30, 2013, with international full-price
comparable store sales up 2% (down 3% in Euros) and outlet comparable store
sales up 37% (31% in Euros). Our international e-commerce sales increased 6% (1%
in Euros). Overall, including our e-commerce websites, our international
comparable store sales increased 18% (12% in Euros) for the period. Of the new
stores opened since the second quarter of 2013, 2 were in Western Europe and
contributed to approximately 39% of the Direct-to-Consumer International net
sales growth from the three months ended June 30, 2013 to the three months ended
June 29, 2014.

Overall, including e-commerce, comparable store sales for all Direct-to-Consumer
channels increased 13% globally for the three months ended June 29, 2014 as
compared with the three months ended June 30, 2013.

Net sales attributable to the Indirect-to-Consumer North America segment
increased 11% for the three months ended June 29, 2014 as compared with the
three months ended June 30, 2013. The Indirect-to-Consumer North America net
sales have been favorably impacted by strong sales through our wholesale
customers' e-commerce websites and improved sales in our Canadian business, as
well as the aforementioned enthusiasm around our lightweight products and
additions to our collections.

Net sales attributable to the Indirect-to-Consumer International segment
increased 11% for the three months ended June 29, 2014 as compared with the
three months ended June 30, 2013. This was primarily due to a return to historic
sales levels in the Asia-Pacific region from a reduced level in the first
quarter and strong performance in the Central and South
25--------------------------------------------------------------------------------
Table of Contents
America region, partially offset by a temporary slow-down in sales growth in the
Europe, Middle East and Africa region, which was temporarily impacted by our
transition to an expanded warehouse in Western Europe.

Operating income
The following table presents operating income (loss) by segment for the three
months ended June 29, 2014 as compared with the three months ended June 30,
2013:
Three Months Ended Three Months Ended %
June 29, 2014 June 30, 2013 Change
(In thousands)
Direct-to-Consumer North America $ 16,229 $ 14,515 12 %
Direct-to-Consumer International 220 538 (59 )%
Indirect-to-Consumer North America 9,967 8,762 14 %
Indirect-to-Consumer International 9,725 9,488 2 %
Non-allocated corporate expenses (16,285 ) (15,445 ) (5 )%
Total $ 19,856 $ 17,858 11 %
Operating income increased $2.0 million, or 11%, to $19.9 million for the three
months ended June 29, 2014 from $17.9 million for the three months ended
June 30, 2013. Overall, our operating income has benefited from continued
volume-related growth, store openings in the Direct-to-Consumer segments, and
distribution expansion in the Indirect-to-Consumer segments. We are continuing
to invest in the Company's logistics capabilities, design resources, product
management, IT infrastructure and human resource base.

Operating income attributable to the Direct-to-Consumer North America segment
experienced a 12% increase for the three months ended June 29, 2014 as compared
with the three months ended June 30, 2013. This was primarily due to growth in
our comparable stores, particularly outlet stores, and growth from stores opened
since the second quarter of 2013, partially offset by new store expenses as well
as renovations in the second quarter of 2014. Historically, company-owned store
operating margins generally strengthen after their first year of operation. In
addition, the incremental investment of approximately $0.7 million required to
support the transition of our web stores to a more insourced model, which we
expect to improve functionality and efficiency, had a negative effect on
operating margin in the three months ended June 29, 2014.

Operating income attributable to the Direct-to-Consumer International segment
experienced a 59% decrease for the three months ended June 29, 2014 as compared
with the three months ended June 30, 2013. This decrease was principally related
to the pre-opening expenses and start-up costs for our new flagship store on
Regent Street in London, which opened in the second quarter of 2014.

Operating income attributable to the Indirect-to-Consumer North America segment
experienced a 14% increase for the three months ended June 29, 2014 as compared
with the three months ended June 30, 2013. This was primarily due to continued
sales growth in this segment, particularly impacted by strong sales through our
wholesale customers' e-commerce websites.

Operating income attributable to the Indirect-to-Consumer International segment
experienced a 2% increase for the three months ended June 29, 2014 as compared
with the three months ended June 30, 2013. This increase was primarily due to an
increase in gross margin dollars, partially offset by additional marketing
expenses of approximately $0.8 million in the segment.

Non-allocated corporate expenses represent expenses not attributable to a
particular operating segment, and consist of core corporate expenses such as
corporate marketing, design, general and administrative expenses, after sales
service costs, shipping and warehousing, human resources related to corporate
overhead, finance, legal and professional fees and other costs. As we expand our
business, we believe general and administrative expenses will increase in dollar
amount in future periods, although we expect to leverage these expenses against
sales as the business grows. Non-allocated corporate expenses increased 5% for
the three months ended June 29, 2014 as compared with the three months ended
June 30, 2013. We have added several designers, creative talent and product
management personnel to help support our existing product lines and to aid in
the development of our expanded product line. These aforementioned investments
resulted in approximately $0.6 million of additional cost in the three months
ended June 29, 2014. We have also increased our investment in marketing by
approximately $0.3 million and our after sales service capabilities by
approximately $0.2 million.

26--------------------------------------------------------------------------------
Table of Contents
Operating margin was 16% for the three months ended June 29, 2014 compared to
17% for the three months ended June 30, 2013. The previously mentioned
investments in marketing, our human resource base and our insourced webstores
expected to open later this year, as well as retail operations expense for new
stores and the wrap effect (expenses for stores for which there were little or
no expenses in the comparable prior period) of stores opened in the last half of
2013, offset some of our fixed cost leverage.

During the three months ended June 30, 2013, we accrued a $1.5 million
termination fee associated with the termination of a contract with our website
e-services provider in order to move to a more insourced model. Excluding this
one-time expense, operating income would have been $19.4 million and operating
income margin would have been 18% for the three months ended June 30, 2013.

Other income and expenses
Other expenses, net increased less than $0.1 million to $0.2 million for the
three months ended June 29, 2014 from $0.1 million for the three months ended
June 30, 2013. This was mainly driven by foreign exchange losses in the quarter.

Income tax expense
Provision for income taxes increased $1.0 million, or 15%, to $7.5 million in
the three months ended June 29, 2014 from $6.5 million in the three months ended
June 30, 2013, due principally to higher income before taxes, as well as a
higher effective tax rate for the quarter ended June 29, 2014. The change in the
effective tax rate was largely driven by the change in apportionment percentages
for state purposes.

Net income
Net income increased $1.0 million to $12.2 million for the three months ended
June 29, 2014 from $11.2 million for the three months ended June 30, 2013. This
increase was due mainly to the increase in net sales and gross margin dollars,
partially offset by the aforementioned higher operating expenses which reflect
an increase in our investment in marketing and the incremental personnel and
professional services investment required to support the transition of our web
stores to a more insourced model, as well as higher retail operations expenses
related to new stores opened in 2014 and the wrap effect of stores opened in the
last half of 2013.

Basic and diluted weighted average shares outstanding for both of the three
month periods ended June 29, 2014 and June 30, 2013 were unchanged at 67.9
million shares. Basic and diluted EPS was $0.18 per common share for the three
months ended June 29, 2014 versus $0.16 per common share for the three months
ended June 30, 2013.

In addition, adjusting for the aforementioned one-time expense for the three
months ended June 30, 2013 ($1.5 million termination fee, or $0.9 million after
tax), net income in the second quarter of 2014 would have increased $0.1
million, or 1%, to $12.2 million from $12.1 million in the second quarter of
2013. Basic and diluted EPS adjusted for the aforementioned one-time cost would
have been $0.18 per common share for the three months ended June 30, 2013.

Six months ended June 29, 2014 compared with the six months ended June 30, 2013
Net Sales
The following table presents net sales by operating segment for the six months
ended June 29, 2014 compared with the six months ended June 30, 2013:
Six Months Ended Six Months Ended %
June 29, 2014 June 30, 2013 Change
(In thousands)
Direct-to-Consumer North America $ 107,401 $ 92,350 16 %
Direct-to-Consumer International 11,309 9,341 21 %
Indirect-to-Consumer North America 48,084 45,537 6 %
Indirect-to-Consumer International 66,390 63,886 4 %
Total $ 233,184 $ 211,114 10 %
Net sales increased $22.1 million, or 10%, to $233.2 million for the six months
ended June 29, 2014 from $211.1 million for the six months ended June 30, 2013.

Net sales increased across all of our operating segments for the six months
ended June 29, 2014 as compared with the six months ended June 30, 2013. Net
sales increased due principally to an increase in volume resulting from new
store openings, positive overall comparable store sales from existing stores,
continued growth in
27--------------------------------------------------------------------------------
Table of Contents
both Direct-to-Consumer and Indirect-to-Consumer e-commerce and continued
consumer acceptance of our lighter weight product and new product introductions.

During the first quarter of 2014, we successfully re-launched our Alpha Travel
Collection (Alpha 2) and introduced seasonal colors which continue to receive
positive consumer acceptance. Overall, store traffic patterns improved slightly
during the first half of the year. While there were no significant price
increases on existing products during the period, we did raise price points on
Alpha 2. The effect on net sales was immaterial. As previously disclosed, weaker
than expected first quarter wholesale sales in Asia and North America had a
moderating effect on these positive factors. We believe that the inclement
weather in the first quarter in certain North American markets also had a
negative effect on sales. In addition, the Company made the strategic decision
to reduce promotional activity. There were 6 new company-owned store openings, 2
store relocations, 5 store renovations and 2 store closures during the six
months ended June 29, 2014. New stores opened since the second quarter of 2013
contributed to approximately 36% of the overall sales growth from the six months
ended June 30, 2013 to the six months ended June 29, 2014.

Net sales attributable to the Direct-to-Consumer North America segment
experienced a 16% increase for the six months ended June 29, 2014 as compared
with the six months ended June 30, 2013. North America full-price comparable
store sales increased 1%, North America outlet comparable store sales increased
13% and our North America e-commerce sales increased 32%. Overall, including our
e-commerce website, North America comparable store sales increased 9% for the
period. Of the new stores opened since the second quarter of 2013, 15 were in
the North America segment and contributed to approximately 49% of the net sales
growth in the Direct-to-Consumer North America segment from the six months ended
June 30, 2013 to the six months ended June 29, 2014.

Net sales attributable to the Direct-to-Consumer International segment
experienced a 21% increase for the six months ended June 29, 2014 as compared
with the six months ended June 30, 2013, with international full-price
comparable store sales up 4% (down less than 1% in Euros) and outlet comparable
store sales up 29% (24% in Euros). Our international e-commerce sales were up
49% (43% in Euros). Overall, including our e-commerce websites, our
international comparable store sales were up 19% (14% in Euros) for the period.

Of the new stores opened since the second quarter of 2013, 2 were in Western
Europe and contributed to approximately 26% of the Direct-to-Consumer
International net sales growth from the six months ended June 30, 2013 to the
six months ended June 29, 2014.

Overall, including e-commerce, comparable store sales for all Direct-to-Consumer
channels increased 10% globally for the six months ended June 29, 2014 as
compared with the six months ended June 30, 2013.

Net sales attributable to the Indirect-to-Consumer North America segment
increased 6% for the six months ended June 29, 2014 as compared with the six
months ended June 30, 2013. The Indirect-to-Consumer North America net sales
have been favorably impacted by strong sales through our wholesale customers'
e-commerce websites and improved sales in our Canadian business, as well as the
aforementioned enthusiasm around our lightweight products and additions to our
collections. This increase was partially offset by a decline in sales to our
specialty stores.

Net sales attributable to the Indirect-to-Consumer International segment
increased 4% for the six months ended June 29, 2014 as compared with the six
months ended June 30, 2013. This was primarily due to a rebound in sales in the
Asia-Pacific region during the second quarter of 2014, after inventory
re-balancing by certain customers during the first quarter reduced our sell-in
rates.

28--------------------------------------------------------------------------------
Table of Contents
Operating income decreased $2.2 million, or 6%, to $33.2 million for the six
months ended June 29, 2014 from $35.5 million for the six months ended June 30,
2013. Notwithstanding this, overall, our operating income has benefited from
continued volume related growth, store openings in the Direct-to-Consumer
segments, and distribution expansion in the Indirect-to-Consumer segments. We
are continuing to invest in the Company's logistics capabilities, design
resources, product management, IT infrastructure and human resource base.

Operating income attributable to the Direct-to-Consumer North America segment
experienced a 9% increase for the six months ended June 29, 2014 as compared
with the six months ended June 30, 2013. This was primarily due to growth in our
comparable stores, particularly outlet stores, and growth from stores opened
since the second quarter of 2013, partially offset by new store expenses as well
as renovations in 2014. Historically, company-owned store operating margins
generally strengthen after their first year of operation. In addition, the
incremental investment of approximately $1.1 million required to support the
transition of our web stores to a more insourced model, which we expect to
improve functionality and efficiency, had a negative effect on operating income
in the six months ended June 29, 2014.

Operating income attributable to the Direct-to-Consumer International segment
experienced a decrease for the six months ended June 29, 2014 as compared with
the six months ended June 30, 2013. This decrease was principally related to the
pre-opening expenses and start-up costs for our new flagship store on Regent
Street in London, which opened in the second quarter of 2014.

Operating income attributable to the Indirect-to-Consumer North America segment
experienced a 9% increase for the six months ended June 29, 2014 as compared
with the six months ended June 30, 2013. This was primarily due to continued
sales growth in this segment, particularly impacted by strong sales through our
wholesale customers' e-commerce websites.

Operating income attributable to the Indirect-to-Consumer International segment
experienced a 4% decrease for the six months ended June 29, 2014 as compared
with the six months ended June 30, 2013. In our Indirect-to-Consumer
International segment, operating income was impacted by additional marketing
expenses of approximately $1.0 million and additional investment in our human
resource base of approximately $0.4 million.

Non-allocated corporate expenses increased 16% for the six months ended June 29,
2014 as compared with the six months ended June 30, 2013. This increase was
primarily due to the addition of several designers, creative talent and product
management personnel to help support our existing product lines and to aid in
the development of our expanded product line. These aforementioned investments
resulted in approximately $1.2 million of additional cost in the the six months
ended June 29, 2014. We have also increased our investment in marketing by
approximately $1.0 million and our after sales service capabilities by
approximately $0.5 million. In addition, we invested in our logistics
capabilities in Western Europe by moving to an expanded warehouse facility to
serve our growing business in the Europe, Middle East and Africa region, while
continuing to operate our existing warehouse in transition, which resulted in
incremental costs of approximately $0.2 million during the six months ended
June 29, 2014.

Operating margin was 14% for the six months ended June 29, 2014, compared to 17%
for the six months ended June 30, 2013, as the previously mentioned investments
in marketing and our insourced webstores expected to open later this year, as
well as retail operations expense for new stores and the wrap effect of stores
opened in the last half of 2013, offset some of our fixed cost leverage. During
the six months ended June 30, 2013, we incurred $0.5 million of offering costs
associated with the secondary offering completed in April 2013 and the
aforementioned $1.5 million termination fee to our website e-services provider
in order to move to a more insourced model. Excluding the aforementioned
termination fee and offering costs from the six months ended June 30, 2013,
operating income would have been $37.4 million and operating margin would have
been 18% for the first half of 2013.

Other income and expenses
Other expenses, net decreased $0.3 million to $0.5 million for the six months
ended June 29, 2014 from $0.8 million for the six months ended June 30, 2013,
due principally to a decrease in earnings from our joint venture offset by a
decrease in foreign exchange losses.

Income tax expense
Provision for income taxes decreased $0.6 million, or 5%, to $12.4 million in
the six months ended June 29, 2014 from $13.0 million in the six months ended
June 30, 2013, due principally to lower income before taxes.

29--------------------------------------------------------------------------------
Table of Contents
Net income
Net income decreased $1.4 million to $20.4 million for the six months ended
June 29, 2014 from $21.7 million for the six months ended June 30, 2013. This
decrease was due largely to the aforementioned higher operating expenses which
reflect an increase in our investment in marketing and the incremental personnel
and professional services investment required to support the transition of our
web stores to a more insourced model, as well as higher retail operations
expenses related to new stores opened in 2014 and the wrap effect of stores
opened in the last half of 2013.

Basic and diluted weighted average shares outstanding for both of the six month
periods ended June 29, 2014 and June 30, 2013 were unchanged at 67.9 million
shares. Basic and diluted EPS was $0.30 per common share for the six months
ended June 29, 2014 versus $0.32 per common share for the six months ended
June 30, 2013.

In addition, adjusting for the aforementioned one-time expenses for the six
months ended June 30, 2013 ($1.5 million termination fee, or $0.9 million after
tax, and $0.5 million offering costs, or $0.3 million after tax), net income in
the first six months of 2014 would have decreased $2.6 million, or 11%. Basic
and diluted EPS adjusted for the aforementioned one-time costs would have been
$0.34 per common share for the six months ended June 30, 2013.

Seasonality
Our business is seasonal in nature and, as a result, our net sales and working
capital requirements fluctuate from quarter to quarter. Our fourth quarter is a
significant period for our results of operations due to increased
Direct-to-Consumer sales during the holiday season in North America and Europe.

During the fourth quarter, the Company expects inventory levels, accounts
payable and accrued expenses to increase commensurate with net sales. In 2013,
fourth quarter net sales represented approximately 32% of our total annual net
sales. Operating income in the same period represented 37% of our total annual
operating income.

Liquidity and Capital Resources
Historically, our primary source of liquidity has been cash flows from
operations. Our long-term credit facility has not historically been used to
finance our capital requirements. The previous balance outstanding represented
remaining refinanced acquisition indebtedness originally incurred when Doughty
Hanson and certain members of management at that time acquired the Company in
2004, although we have from time to time drawn down on our revolving line of
credit as short-term liquidity needs arise. During the six months ended June 29,
2014, the Company paid the remaining balance outstanding on the Amended and
Restated Credit Facility. We use our cash flows from operations to fund our
store development activities.

Inflationary factors such as increases in the cost of sales, including raw
materials costs and transportation costs, may adversely affect our operating
results. Although we do not believe that inflation has had a material impact on
our financial position to date, a high rate of inflation in the future may have
an adverse effect on our ability to maintain our gross margin levels and our
current levels of selling expenses and general and administrative expenses as a
percentage of net sales if the sale prices of our products do not increase with
any increase in cost of sales.

We believe we have sufficient working capital and liquidity to support our
operations for at least the next twelve months.

Cash and cash equivalents
As of June 29, 2014, we had cash and cash equivalents of $24.2 million. A
summary of our cash flows provided by and used in operating, investing and
financing activities is presented below.

Cash flows from operating activities
Cash flows from operating activities consisted primarily of net income adjusted
for certain non-cash items, including depreciation and amortization, share-based
compensation expense and other non-cash charges. Our cash flows from operations
are largely dependent on sales to consumers and wholesale customers, which are
in turn dependent on consumer confidence, store traffic, conversion, business
travel and general economic conditions. We believe we have the ability to
conserve liquidity when economic conditions become less favorable through any
number of strategies including curtailment of store expansion plans and cutting
discretionary spending.

We generated cash flows from operations of $11.2 million during the six months
ended June 29, 2014, compared to $21.6 million during the six months ended
June 30, 2013. The principal reasons for this decrease was the reduction in net
income and prepayments for our estimated income taxes.

Cash used for capital expenditures was $16.6 million and $10.6 million for the
six months ended June 29, 2014 and June 30, 2013, respectively. The increase was
due principally to the investment in our insourced web platform and retail store
construction for stores opened in the first half of 2014 as well as retail
stores expected to open in the third quarter of 2014.

Financing activities
Cash used in financing activities was $8.0 million for the six months ended
June 29, 2014 compared to $22.0 million for the six months ended June 30, 2013.

The decrease was mainly attributable to lower repayments of bank debt during the
first half of 2014, during which the balance outstanding was paid in full.

Amended and restated credit facility
On April 4, 2012, Tumi, Inc. and Tumi Stores, Inc., the Borrowers, entered into
the Amended Credit Facility, with Wells Fargo as lender and collateral agent.

On April 4, 2012, we had $60,000,000 outstanding on our then-current term loan
facility and no balance outstanding on our revolving credit facility for which
the total capacity was $10,000,000. We had, however, utilized $250,000 under the
revolving facility for letters of credit. Based on our calculated leverage ratio
at the time, the facility bore interest at either the market LIBOR rate plus 175
basis points or the prime rate plus 75 basis points.

The Amended Credit Facility consolidated the term loan facility and the
revolving credit facility previously provided in our former credit facility into
a single $70,000,000 senior secured revolving credit facility, with Wells Fargo
as the sole lender, and extended the maturity of the facility until April 4,
2017. The Amended Credit Facility included a letter of credit sublimit not to
exceed the undrawn amount of the revolving commitments.

On August 29, 2013, the Amended Credit Facility was amended to reduce the letter
of credit sublimit to $5,000,000.

Borrowings under the Amended Credit Facility bear interest at a per annum rate
equal to, at the Borrowers' option, the one, two, three or six month (or such
other period as Wells Fargo may agree) LIBOR rate plus a margin of 1.00% or
1.25%, or a base rate (the greater of (i) Wells Fargo's prime rate in effect on
such day and (ii) the federal funds rate plus 1/2 of 1.00%) plus a margin of
zero or 0.25%. The Borrowers are required to pay an undrawn commitment fee equal
to 0.15% or 0.20% of the undrawn portion of the commitments under the Amended
Credit Facility, as well as customary letter of credit fees. The margin added to
LIBOR, or the base rate, as well as the amount of the commitment fee, depends on
Tumi, Inc.'s leverage at the time. Interest is payable monthly, bi-monthly or
quarterly on LIBOR rate loans depending on the interest period for each LIBOR
rate loan, or quarterly on base rate loans.

As of June 29, 2014 the Company had no balance outstanding under the Amended
Credit Facility and $8,000,000 outstanding as of December 31, 2013. As of
December 31, 2013, the balance oustanding on the facility bore interest at the
market LIBOR rate of 0.17% plus 100 basis points. Letters of credit outstanding
at June 29, 2014 and December 31, 2013 totaled $286,000 under the facility and,
accordingly, the unused portion of the facility was $69,714,000 and $61,714,000,
respectively. The fee for the unused portion of the facility was $26,000 and
$51,000 for the three and six months ended June 29, 2014, respectively, and
$16,000 and $28,000 for the three and six months ended June 30, 2013,
respectively.

All obligations under the Amended Credit Facility are required to be guaranteed
by each of the Borrowers' material domestic subsidiaries, subject to certain
exclusions. The obligations under the Amended Credit Facility are secured by
substantially all of the Borrowers' assets and, if applicable, those of the
Borrowers' subsidiary guarantors. Currently the Borrowers do not have any
subsidiary guarantors.

The Amended Credit Facility contains customary covenants, including, but not
limited to, limitations on the ability of the Borrowers and their subsidiaries
to incur additional debt and liens, dispose of assets, and make certain
investments and restricted payments, including the prepayment of certain debt
and cash dividends. In addition, the Amended Credit Facility contains financial
covenants requiring that the Borrowers maintain (a) a minimum ratio of
consolidated adjusted EBITDA to consolidated cash interest expense (as such
terms are defined in the Amended Credit Facility) of not less than 4.00 to 1.00
and (b) a maximum ratio of consolidated total debt to consolidated adjusted
EBITDA of no greater than 2.25 to 1.00. The Borrowers were in compliance in all
material respects with all such covenants as of June 29, 2014.

31--------------------------------------------------------------------------------
Table of Contents
The Amended Credit Facility also contains customary events of default,
including, but not limited to, payment defaults, breaches of representations and
warranties, covenant defaults, cross-defaults under material debt, certain
events of bankruptcy and insolvency, defaults based on certain judgments,
failure of any material provision of any loan document to be in full force and
effect, change of control, and certain ERISA defaults. If an event of default
were to occur and continue, amounts due under the Amended Credit Facility could
be accelerated and the commitments to extend credit thereunder terminated, and
the rights and remedies of Wells Fargo under the Amended Credit Facility
available under the applicable loan documents could be exercised, including
rights with respect to the collateral securing the obligations under the Amended
Credit Facility.

The foregoing summaries of certain provisions of the Amended Credit Facility do
not purport to be complete and are qualified in their entirety by reference to
the full text of the Amended Credit Facility, which is incorporated by reference
as exhibit 10.3b to our Annual Report on Form 10-K for the year ended December
31, 2013, filed with the SEC on February 28, 2014.

Contractual Obligations
There have been no material changes to the contractual obligations table
included in our Annual Report on Form 10-K for the year ended December 31, 2013,
filed with the SEC on February 28, 2014, except for the balance of the revolving
credit facility, which decreased $8.0 million since December 31, 2013, as it was
paid in full during the six months ended June 29, 2014.

Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements.

Critical Accounting Policies and Estimates
There have been no material changes to the description of our critical
accounting policies and estimates included in our Annual Report on Form 10-K for
the year ended December 31, 2013 as filed with the SEC on February 28, 2014.

Recently Issued Accounting Pronouncements
In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes (Topic 740):
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss
Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward exists." This
amended guidance requires an entity to present an unrecognized tax benefit as a
reduction of a deferred tax asset for a net operating loss carry forward, a
similar tax loss or a tax credit carry forward. If an applicable deferred tax
asset is not available or a company does not expect to use the applicable
deferred tax asset, the unrecognized tax benefit should be presented as a
liability in the financial statements and should not be combined with an
unrelated deferred tax asset. The new guidance is effective prospectively for
fiscal years and interim periods beginning after December 15, 2013, with early
adoption permitted. The Company adopted the amended guidance effective January
1, 2014 and it did not have a material effect on its condensed consolidated
financial statements.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with
Customers (Topic 606)" which amended the existing accounting standards for
revenue recognition. ASU 2014-09 establishes principles for recognizing revenue
upon the transfer of promised goods or services to customers, in an amount that
reflects the expected consideration received in exchange for those goods or
services. It is effective for annual reporting periods beginning after December
15, 2016. Early adoption is not permitted. The amendments may be applied
retrospectively to each prior period presented or retrospectively with the
cumulative effect recognized as of the date of initial application. The Company
is currently in the process of evaluating the impact of adoption of the ASU on
its consolidated financial statements, but does not expect the impact to be
material.

In June 2014, the FASB issued ASU 2014-12, "Accounting for Share-Based Payments
When the Terms of an Award Provide That a Performance Target Could Be Achieved
after the Requisite Service Period (Topic 718)". ASU 2014-12 requires that a
performance target that affects vesting and that could be achieved after the
requisite service period be treated as a performance condition. As such, the
performance target should not be reflected in estimating the grant-date fair
value of the award. ASU 2014-12 is effective for annual reporting periods
beginning after December 15, 2015, with early adoption permitted. The Company is
evaluating the potential impacts of the new standard on its existing share-based
compensation plans, but does not expect the impact to be material.